Donn Jones, Associated Press
Ohio guard D. J. Cooper (5) passes the ball away as he drives between Michigan's Tim Hardaway Jr., left, and Jordan Morgan (52) in the first half of a second-round NCAA college basketball tournament game on Friday, March 16, 2012, in Nashville, Tenn.

NASHVILLE, Tenn. — It had been a long time since Stu Douglass cried about basketball. After the way he played in his final game for Michigan, he just could not hold back the tears.

Michigan's perimeter shooting was spotty against a tough Ohio defense, and the Wolverines couldn't stop the Bobcats, who pulled off the 65-60 upset on Friday night in the second round of the NCAA tournament's Midwest Regional.

It especially hurts for Douglass, whose 136 games is a record for Michigan, and fellow senior Zack Novak, who helped lead the team to a tie with Ohio State and Michigan State for the Big Ten regular-season championship. The pair finished with a combined seven points on 3-of-13 shooting.

"I haven't cried over a basketball game since I got knocked out in high school," said Douglass, fighting back tears. "So that kind of paints the picture for you."

Ohio State transfer Walter Offutt grabbed a loose ball, was fouled by Evan Smotrycz and sank both of his free throws with 6.8 seconds left to preserve the win.

"It's been an amazing journey," Offutt said. "Probably the best thing that ever happened in my life."

The No. 13 Bobcats have had quite the journey this season, with a Mid-American Conference tournament championship and program-record 28 wins. There's still some time for more great things, starting with a game against the Temple-South Florida winner Sunday.

"We're playing our best basketball of the year, no doubt about that," said Ohio coach John Groce, whose 2009-10 Bobcats squad upset third-seeded Georgetown.

Ohio had the Wolverines on their heels throughout the game, but Michigan's Trey Burke hit a 3 with 4:12 left to cut it to 63-60. But the Wolverines missed their final five shots, including four by the freshman Burke.

"We were really emphasizing (that) this doesn't have to be a 3-point game," Michigan coach John Beilein said. "Could we have gotten more open (shots)? Well, time would have told, but those were the choices he made, and we live with them."

On Burke's third miss, fourth-seeded Michigan (24-10) got the rebound but Smotrycz lost control of the ball in front of the Wolverines bench, and Offutt grabbed it.

Ohio shot 51.2 percent and held Michigan to 40.7 percent shooting, including 7 for 23 from 3-point range, typically the Wolverines' comfort zone. The Bobcats entered the tournament ranked 13th in the nation in 3-point defense, with opponents shooting just 29.6 percent against them.

"I thought our ability to defend the 3 was going to be critical coming into the game," Groce said.

D.J. Cooper led the Bobcats with 21 points on 7-of-11 shooting. Offutt scored 11 points, and Ivo Baltic and Reggie Keely both had 10.

Burke scored 12 of his 16 points in the second half. Smotrycz scored 15 points, and Tim Hardaway Jr. had 14.

The teams traded the lead three times and were tied for a fourth time when Baltic spun around in the lane and hit a jumper that launched a 15-2 run for Ohio. Nick Kellogg was left open and sank a 3-pointer that made it 35-22 with 2:49 in the first half.

The Bobcats smothered the Wolverines' perimeter shooting and dared them to go inside. Even though Michigan was the smaller of the two teams, it outscored Ohio in the paint 16-12 in the first half.

Hardaway Jr. managed to get 10 points by halftime, but Novak, Douglass and Burke, who together average 31.9 points per game, combined for just seven points in the opening half.

The loss is just another NCAA disappointment for a Michigan program that hasn't been to the round of 16 since 1994 and its vacated national championship season the year before. The Wolverines are 3-9 in tournament games since then.

More than anything, Beilein hates to see his seniors go out with such a disappointing finish.

"It's difficult, because they've been the heart and soul of this team for four years through so many good times and certainly some low roads at times," he said.